REALOGY FY 2016 EARNINGS CALL February 24, 2017
Management Presenters Richard A. Smith Chairman, Chief Executive Officer & President Tony Hull Executive Vice President, Chief Financial Officer & Treasurer Alicia Swift Senior Vice President, Investor Relations and Financial Planning & Analysis 2
Important Disclosures Forward-Looking Statements This presentation contains forward-looking statements. The Company desires to take advantage of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995 and is including this statement for the express purpose of availing itself of the protections of the safe harbor with respect to all forward-looking statements. Therefore, the Company wishes to caution each participant to consider carefully the specific factors discussed with each forward-looking statement in this presentation and other factors contained in the Company s filings with the Securities and Exchange Commission under the captions Forward-Looking Statements, Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations as such factors in some cases have affected, and in the future (together with other factors) could affect, the ability of the Company to implement its business strategy and may cause actual results to differ materially from those contemplated by the statements expressed herein. The information contained in this presentation is as of February 24, 2017. The Company assumes no obligation to update the information or the forwardlooking statements contained herein, whether as a result of new information or otherwise. RECIPIENTS ARE STRONGLY ADVISED TO READ THE COMPANY S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Non-GAAP Financial Measures Certain financial measures, as used in this presentation, are supplemental measures of the Company s performance that are not Generally Accepted Accounting Principles ( GAAP ) measures. Refer to slides 18-24 of this presentation, the Company's 10-K covering the year ended December 31, 2016, and Tables 1a, 5, 6, 7 and 8 of the February 24 press release announcing 2016 financial results for the definitions of these non-gaap financial measures, a reconciliation of these measures to their most comparable GAAP measures, and the Company s explanation of why it believes these non- GAAP measures are useful to investors. 3
Operational and Financial Highlights Financial Results: Revenue of $5.8 billion Operating EBITDA of $770 million Realized $33 million of cost savings in 2016 Capital Deployment: Returned $240 million to shareholders through today Board approved new $300 million share repurchase program NRT: Top agent retention rate improved 100 bps in 2016 Formed new mortgage origination joint venture with Guaranteed Rate RFG: Second straight year of strong franchise sales growth 1,500 franchisees installed on Zap platform at year-end 4
Full Year 2016 Results Financial Metric Net Revenue: Operating EBITDA: Revenue was $5.81 billion, an increase of 2% compared with the full year 2015 Operating EBITDA was $770 million, compared with $769 million in full year 2015 Net Income and Earnings per Share: Adjusted Net Income and Adjusted Earnings Per Share 1 : Net Leverage 2 : Net Income was $213 million, or $1.47 per share, compared with $184 million or $1.26 per share in full year 2015, up 16% and 17%, respectively Adjusted Net Income was $239 million or $1.65 per share, compared with $222 million, or $1.52 per share in full year 2015, up 8% and 9%, respectively 3.8x, reflective of $3.3 billion of Net Debt at December 31, 2016 1 See Slide 18 for a reconciliation from Net Income attributable to the Company to Operating EBITDA. See Table 1a of our February 24, 2017 press release for a reconciliation from Net Income to Adjusted Net Income. 2 Defined as net corporate debt to Adjusted (Covenant) EBITDA. See 2016 Form 10-K for a definition of Adjusted (Covenant) EBITDA, a reconciliation of that term to its most comparable GAAP term and the Company's explanation of why it believes that non- GAAP measure is useful to investors. 5
2016 Key Revenue Drivers Q4 2016 vs. Q4 2015 FY 2016 vs. FY 2015 Realogy Franchise Group Amount % Change Amount % Change Closed Homesale Sides 274,090 4% 1,135,344 3% Average Homesale Price $ 277,037 4% $ 272,206 3% Average Broker Commission Rate 2.49% (0) bps 2.50% (1) bps NRT Closed Homesale Sides 77,536 % 335,699 % Average Homesale Price $ 495,242 2% $ 489,504 % Average Broker Commission Rate 2.44% (3) bps 2.46% (0) bps Cartus Initiations 33,773 (6%) 163,063 (3%) Referrals 18,751 (17%) 87,277 (12%) Title Resource Group Purchase Title and Closing Units 36,915 15% 152,997 17% Refinance Title and Closing Units 14,819 60% 50,919 32% Average Fee per Closing Unit $ 1,907 (1%) $ 1,875 1% 6
Business Unit Revenue and Operating EBITDA Net Revenue ($ in millions) FY 2016 FY 2015 $ Change % Change RFG $ 781 $ 755 $ 26 3 % NRT 4,344 4,344 Cartus 405 415 (10) (2)% TRG 573 487 86 18 % Intercompany Eliminations (293) (295) 2 NM Total Revenue $ 5,810 $ 5,706 $ 104 2 % Operating EBITDA ($ in millions) FY 2016 FY 2015 $ Change % Change RFG $ 520 $ 495 $ 25 5 % NRT 159 204 (45) (22)% Cartus 100 106 (6) (6)% TRG 63 48 15 31 % Corporate (72) (84) $ 12 NM Total Operating EBITDA $ 770 $ 769 $ 1 % Note: Operating EBITDA excludes restructuring, legacy and early extinguishment of debt charges. See Slides 21 and 22 for a reconciliation of Operating EBITDA to Net Income. 7
Q1 2017 Guidance Q1 2017 Guidance Ranges Transaction Volume (both RFG and NRT) 2% to 5% Sides growth 0% to 2% Price growth 2% to 3% RFG transaction volume 4% to 6% NRT transaction volume 1% to 3% 8
2017 Cash Flow Items Corporate cash interest expense of approximately $165 million Capital expenditures of $90 to $100 million Acquisition spend of approximately $75 million (includes $25 million of expected earnouts due in 2017 from prior acquisitions) Once the mortgage JV transactions are complete, the Company expects to realize approximately $30 million of net cash. 9
Appendix 10
Total Realogy U.S. Footprint 11
NRT - U.S. Footprint 12
Historical Average Broker Commission Rate Average Broker Commission Rate and NAR Median Homesale Price Trends ABCR % 8.0 7.8 7.6 7.4 7.2 7.0 6.8 6.6 6.4 6.2 6.0 5.8 5.6 5.4 5.2 5.0 4.8 4.6 4.4 4.2 4.0 1991 1993 1995 1997 1999 2001 2003 2005 2007 2009 2011 2013 2015 Period Ending 275,000 225,000 175,000 125,000 75,000 Median Homesale Price ABCR Median Price Source: RealTrends, National Association of Realtors 13
Capitalization Table ($ in millions) Rate Maturity Date As of December 31, 2016 Cash and Cash Equivalents $ 274 Revolver L+200 (1) October 2020 200 Term Loan A L+200 (1) October 2020 413 Term Loan A-1 L+200 (1) July 2021 351 Term Loan B L+225 (1)(2) July 2022 1,094 Senior Notes 4.50% April 2019 450 Senior Notes 5.250% December 2021 550 Senior Notes 4.875% June 2023 500 Net Debt $ 3,284 Net Debt to Adjusted (Covenant) EBITDA of $864 million 3.8x 1) Adjusts up or down based on senior secured leverage ratio 2) Reflects January 2017 repricing and includes 75 basis point LIBOR floor. 14
2017 Industry Forecasts 11% volume Y-o-y % change 10% 5% 0% 6% volume 3.9% 7% volume 5.6% 1.7% 1.6% 0% volume 4.8% 5.2% 5.3% 5% volume 3.7% 1.0% 6% average volume increase (4.8)% -5% NAR FNMA Freddie Mac MBA Goldman Sachs Housing Monitor Existing Homesale Units Existing Home Median Price All forecasts are as of February, except Freddie Mac, which is as of December 2016. FNMA, and MBA forecasts reflect unit and median price increases. Goldman Sachs and Freddie Mac price increases are represented by their respective Home Price Indices. Freddie Mac forecasts total homesale units (new + existing), which the Company adjusts by NAR projected new homesales. 15
Existing Home Sale Transaction Volume 35% National Association of Realtors vs. Realogy 2013-2016 25% 15% 5% -5% 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 4Q16 Source: National Association of Realtors, Realogy data NAR (sides x price) RFG (sides x price) NRT (sides x price) 16
Seasonal Revenue Trends $1,800 Quarterly Revenue 2014-2016 $1,700 $1,651 $1,668 $1,662 $1,644 $1,600 $1,500 $1,531 $1,512 $ Millions $1,400 $1,300 $1,278 $1,325 $1,370 $1,200 $1,134 $1,100 $1,000 $1,007 $1,062 $900 2014 2015 2016 Q1 Q2 Q3 Q4 17
GAAP Reconciliation ($ in millions) Year Ended December 31, 2016 December 31, 2015 Net income attributable to Realogy $ 213 $ 184 Income tax expense 144 110 Income before income taxes 357 294 Interest expense, net 174 231 Depreciation and amortization 202 201 EBITDA $ 733 $ 726 EBITDA adjustments: Restructuring costs 39 10 Former parent legacy benefit, net (2) (15) Loss on the early extinguishment of debt 48 Operating EBITDA $ 770 $ 769 Note: Refer to Table 8 of the Press Release dated February 24, 2017 for the definitions of certain non-gaap financial measures and the Company s explanation of why it believes those non-gaap measures are useful to investors. 18
GAAP Reconciliation ($ in millions) Three months ended December 31, 2016 December 31, 2015 Net income attributable to Realogy $ 57 $ 9 Income tax expense 30 (6) Income before income taxes 87 3 Interest expense, net 5 43 Depreciation and amortization 53 48 EBITDA $ 145 $ 94 EBITDA adjustments: Restructuring costs 9 10 Former parent legacy benefit, net (3) Loss on the early extinguishment of debt 48 Operating EBITDA $ 151 $ 152 Note: Refer to Table 8 of the Press Release dated February 24, 2017 for the definitions of certain non-gaap financial measures and the Company s explanation of why it believes those non-gaap measures are useful to investors. 19
GAAP Reconciliation For the Year Ended ($ in millions) December 31, 2013 December 31, 2014 December 31, 2015 December 31 2016 Net income attributable to Realogy $ 438 $ 143 $ 184 $ 213 Income tax expense (benefit) (242) 87 110 144 Income (loss) before income taxes 196 230 294 357 Interest expense, net 281 267 231 174 Depreciation and amortization 176 190 201 202 EBITDA $ 653 $ 687 $ 726 $ 733 EBITDA adjustments: Restructuring costs, net 4 (1) 10 39 Former parent legacy costs (benefit), net (4) (10) (15) (2) Loss on the early extinguishment of debt 68 47 48 Operating EBITDA $ 721 $ 723 $ 769 $ 770 Note: Refer to Table 8 of the Press Release dated February 24, 2017 for the definitions of certain non-gaap financial measures and the Company s explanation of why it believes those non-gaap measures are useful to investors. 20
GAAP Reconciliation ($ in millions) For the Year Ended 2016 2015 RFG $ 520 $ 495 NRT 159 204 Cartus 100 106 TRG 63 48 Corporate and Other (72) (84) Operating EBITDA Total Company $ 770 $ 769 Less: Restructuring costs 39 10 Former parent legacy benefit, net (2) (15) Loss on the early extinguishment of debt 48 Depreciation and amortization 202 201 Interest expense, net 174 231 Income tax expense 144 110 Net income attributable to Realogy Holdings $ 213 $ 184 Note: Refer to Table 8 of the Press Release dated February 24, 2017 for the definitions of certain non-gaap financial measures and the Company s explanation of why it believes those non-gaap measures are useful to investors. 21
GAAP Reconciliation ($ in millions) For the three months ended Q4 2016 Q4 2015 RFG $ 122 $ 111 NRT 13 27 Cartus 22 23 TRG 13 11 Corporate and Other (19) (20) Operating EBITDA Total Company 151 152 Less: Restructuring costs 9 10 Former parent legacy benefit, net (3) Early Extinguishment of debt 48 Depreciation and amortization 53 48 Interest expense, net 5 43 Income tax expense 30 (6) Net income attributable to Realogy Holdings $ 57 $ 9 Note: Refer to Table 8 of the Press Release dated February 24, 2017 for the definitions of certain non-gaap financial measures and the Company s explanation of why it believes those non-gaap measures are useful to investors. 22
GAAP Reconciliation ($ in millions) For the year ended 2016 2015 Net income attributable to Realogy $ 213 $ 184 Income tax expense, net of payments 120 93 Interest expense, net 174 231 Cash Interest payments (181) (244) Depreciation and amortization 202 201 Capital expenditures (87) (84) Restructuring costs (reversals) and former parent legacy items, net of payments 5 (14) Loss on the early extinguishment of debt 48 Working capital adjustments 20 32 Relocation receivables, net of securitization obligations (9) (4) Free Cash Flow $ 457 $ 443 Note: Refer to Table 8 of the Press Release dated February 24, 2017 for the definitions of certain non-gaap financial measures and the Company s explanation of why it believes those non-gaap measures are useful to investors. 23
GAAP Reconciliation For the year ended 2016 2015 2014 Net income attributable to Realogy Holdings $ 213 $ 184 $ 143 Addback: Mark-to-market interest rate swap adjustments 6 20 32 Former parent legacy benefit, net (2) (15) (10) Restructuring costs, net 39 10 (1) Loss on the early extinguishment of debt 48 47 Reversal of the income tax valuation allowance (11) Adjustments for tax effect (17) (25) (28) Adjusted net income attributable to Realogy Holdings $ 239 $ 222 $ 172 Earnings per share Basic earnings per share: $ 1.47 $ 1.26 $ 0.98 Diluted earnings per share: $ 1.46 $ 1.24 $ 0.97 Adjusted earnings per share Adjusted basic earnings per share: $ 1.65 $ 1.52 $ 1.18 Adjusted diluted earnings per share: $ 1.64 $ 1.50 $ 1.17 Weighted average common and common equivalent shares outstanding: Basic: 144.5 146.5 146.0 Diluted: 145.7 148.1 147.2 24